The following conditions comprise the standard terms of business of the Company and all work undertaken shall be on these terms to the exclusion of any others unless specified in writing and signed by both parties.
'the Client' The individual, business or corporate body for whom the Services are provided.
'the Company' You Make My Dreams including where applicable its employees, suppliers, servants, agents or sub-contractors acting on behalf of the Company.
'the Conditions' The provisions set out below which shall constitute a Contract between the parties.
'the Price' The fees due to the Company from the Client in payment for the Services.
'the Estimate' The documents from the Company to the Client setting out the Services offered by the Company to the Client including the Price.
'the Service' The work to be undertaken by the Company in accordance with the Estimate.
'the Goods' Any items produced or supplied by the Company in connection with the Service.
'the Site' The location to where delivery of the goods may be made or to where Services if any are required.
'the Variation' Any change, postponement, delay or amendment to the documented Goods or Service as contained in the Estimate.
'the Purchase Order' Method of engaging the Company to carry out the Service with a unique reference number .
The Services and Price contained in the Estimate remain valid for 28 days. The Company may withdraw or amend any Estimate at any time prior to Client acceptance.
3. Commencement and completion
3.1 The service will commence according to the schedule outlined in the Estimate. Whilst the Company shall endeavour to adhere to the schedule and complete the Service according to the timescale as agreed in the Estimate or any variant as agreed in writing, the Company shall not be liable under any circumstances for any delays or loss howsoever caused.
4. The Price
4.1 The price payable for the Services shall be as set out in the Estimate.
4.2 Prices may be varied by agreement if the requirements change, if delays occur or other circumstances dictate which are outside the control of the Company.
4.3 Prices exclude other related services unless stated otherwise in the Estimate.
5. Schedule of Payments shall be as follows:
a. 50% of the cost outlined in the Estimate shall be payable immediately as a deposit to secure the services of the Company outlined in the Estimate
b. 50% or the balance of the Estimate due upon completion and delivery of goods to the Client. Payment is due within 30 days of invoicing by transfer to the account of the Company as designated in their invoice.
5.2 The client will be invoiced according to the Schedule of Payments and shall reference their order number.
5.3 Late payments shall attract a premium of 1.5% interest above base rate per month for the period by which the payment is late, measured as days over 30, from the date the invoice was raised.
5.4 No payments received will be refunded to the Client for whatsoever reason.
6.1 The Contract may be cancelled by the Client after accepting the Estimate and will be effective from the date that written notice of such cancellation is received by the Company.
6.2 Any part of the Service which has been completed or part completed before receipt of the written cancellation shall be paid for by the Client, including materials and all work in progress.
6.3 Any Goods which were specifically ordered or prepared for the Contract shall be paid for in full.
6.4 Any stage payments which fell due before receipt of the written cancellation shall be paid in full by the Client.
6.5 No monies already paid prior to notice of cancellation shall be refunded for whatsoever reason.
6.6 Company shall be entitled for reasonable compensation as it sees fit for any direct losses so incurred.
7.1 Title in the Goods shall remain in the Company and only pass to the Client when payment in full has been made. The Client shall permit the Company to repossess its Goods at any time prior thereto or in the event that the Goods are at the premises of a third party then the Client shall if so requested by the Company remove the Goods from such premises and return to the Company forthwith.
8. The Company's responsibilities
8.1 The Company agrees to carry out the work according to the Estimate.
8.2 The Company agrees to exercise all reasonable skill and care in the provision of the Services in accordance with the Estimate.
9. The Client's responsibilities
9.1 The Client agrees to pay the Company the charges, fees and expenses in accordance with the Estimate.
9.2 The Client agrees to pay for any agreed Variation to the Estimate.
9.3 The Client agrees to supply any Goods, Specifications or other services as necessary under the terms of the Estimate.
9.4 The Client will ensure that access to the Site is available to the Company at all reasonable times if required and as particularly stated in the Estimate.
9.5 The Client must rely on its own skill and judgement in relation to accepting the Goods and Service provided by the Company.
9.6 The Client agrees that signed acceptance of the final proof outlining the Goods to be provided by the Company constitutes agreement that the Company may invoice the Client for those Goods. Changes to the Goods to be provided by the Company made after final proof acceptance will be subject to additional charges to the Client.
10.1 Unless otherwise stated in writing in the Estimate, the following exclusions apply to the Goods and Services:
10.2 and any other aspects of the Service which are judged to be reasonable exclusions.
11. Liability of the Company for Loss or Damage
11.1 Nothing in these Conditions shall limit or exclude the Company's liability for:(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;(b) fraud or fraudulent misrepresentation;(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
or (c) any other liability which cannot be excluded or limited under applicable law.
11.2 Subject to condition 11.1:
(a) The Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage arising under or in connection with the Contract including any losses that may result from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors; and
(b) the Company's total liability to the Client in respect of claims based on events in any calendar year arising out of or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed 100% of the total Price payable by the Client to the Company under the Contract in that
11.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.4 This condition 11 shall survive termination of the Contract.
11.2 The total of the Company's liabilities arising under or in connection with the contract and for any subsequent phase of the work shall be limited to making good at its own expense any defects in the Service provided.
11.3 The Company accepts no liability whatsoever in respect of third party claims or for consequential loss or damage of any kind and the Client shall indemnify the Company against third party claims unless faulty materials or workmanship or negligence by the Company cause such liability.
12.1 The Company and Client both warrant that they hold sufficient and relevant insurance for liabilities in respect of damage to Goods, persons or property occasioned by their neglect and shall keep such insurance in force during the provision of work under the given Contract.
13. Variations and Alterations in the Price
13.1 In the event of the Site, schedules, specification, and criteria being changed howsoever arising the Company retains the right to make additional charges to the Client for accommodation, subsistence, transportation, labour and miscellaneous costs.
13.2 Additional Services requested by the Client and not included in the Estimate will be payable within 30 days of completion of the work.
14. Accelerated works
14.1 Should it be necessary to meet deadlines or timescales occasioned by delays outside the control of the Company, then the Company shall endeavour to meet such timescales but reserves the right to charge for any additional costs including overtime and weekend working. Such work shall be considered a Variation under the Contract.
15.1 The Client shall be at liberty at all reasonable times to inspect the Goods or any part of the Service and to comment on any aspect of the work which they do not perceive as complying with the Contract. The Company shall endeavour to resolve any matters to the satisfaction of both parties.
16.1 Any Specifications, designs and drawings or other documents referring to the standard of preparation of the Service shall be agreed by both parties before commencement of the work. The Client shall be solely responsible for the accuracy of same supplied to the Company and in conformity with which the Company is to supply the Service, notwithstanding that the Company may have examined, inspected or commented upon such Specifications, designs, drawings and other such information
16.2 The Company will endeavour to supply the Service to the Client requirements and to the accepted Specifications but reserves the right to modify or otherwise alter to the nearest equivalent standards should circumstances dictate.
17. Force Majeure
17.1 Whilst every effort will be made by the Company to carry out the Service, the full performance of it is subject to variation or cancellation by the Company consequent on Act of God, War, Strikes, Riots, Fire, Floods, Theft, Vandalism, or any other cause beyond the control of the Company.
18.1 The Company warrants that it will work to generally accepted industry standards in the provision of its services and will use staff competent to carry out the work, including subcontractors.
18.2 The Company shall repair any defects or replace at its discretion should material faults occur in the provision of any Goods.
18.3 Both parties regard Health & Safety as paramount and will act at all times under the provisions of the Act.
19. Intellectual property
19.1 The Estimate is tendered on the express understanding that its contents are copyright and that the ideas and proposals expressed in it are, and remain, the intellectual property of the Company.
20.1 Each party shall treat as confidential all information which is confidential to the other. Both parties will keep confidential each other's business information to which they may have access as a result of the contract. It should be understood that no information contained in the Estimate should be divulged to any third party without prior written consent.
21. Termination by the Company
21.1 The Company may terminate the Contract by giving seven days notice in writing and without prejudice under the following circumstances:
21.1.1 If the Client shall fail to provide a satisfactory bank reference or should the Company discover that the Client is not credit worthy sufficient for the value of the Service being provided.
21.1.2 If the Client is in arrears for a period in excess of twenty eight days after payment has become due.
21.1.3 If the Client commits any material breach of the Contract where such a breach is incapable of remedy.
21.1.4 If the Client becomes insolvent or assigns its assets for the benefit of creditors to wind up the business, dissolve, liquidate or otherwise cease to trade business in the normal course. If the client enters voluntary or involuntary liquidation, this Contract will automatically terminate on day prior to the filing of such petition by or against the Client.
22 Termination by the Client
22.1 The Client may terminate the Contract by notice in writing if:
22.1.1 The Company is in material breach of any terms of the Contract which in the case of a breach capable of remedy is not remedied by the relevant party within 30 days of receipt of the Company of a notice from the Client specifying the breach and requiring its remedy.
22.1.2 The Company shall be incompetent, guilty of gross negligence in respect of its obligations or become incapable by reason of mental disorder of performing its duties hereunder.
22.1.3 The Company becomes insolvent or assigns its assets for the benefit of creditors to wind up the business, dissolve, liquidate or otherwise cease to trade business in the normal course. If the Company enters voluntary or involuntary liquidation, this Contract will automatically terminate on day prior to the filing of such petition by or against the Company.
23.1 All final artwork must be signed off by the Client. Any changes thereafter will be treated as a Variance.
23.2 The quality of the printed material shall be determined solely by the choice of media and specifications as determined by the Client. Laser Proofs cannot be relied upon for colour and consistency.
23.3 All images used in the Service will be subject to royalty charges as appropriate.
24. Laws of England
24.1 The Contract shall comprise with these Terms and the Estimate the entire Agreement between the Parties and supersedes any previous understandings, commitments, agreements, representations whatsoever whether written or oral and may mot be amended except in writing by a duly authorised representative of both parties hereto.
24.2 The Contract shall be governed by and construed in accordance with the laws of England and the parties hereto submit to the jurisdiction of the English courts.